contracts

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  1. expectation damages
    Compensatory damages in a contract action, which place the injured party in the same position he would have been in had he received the full benefit for which he contracted.
  2. additur
    The power of a court to increase an excessively low damage award, reserved for cases in which the jury is influenced by prejudice or mistake.
  3. remittur
    A reduction, or proposed reduction, of a damages award.
  4. Contract damages awarded for breach that seek to return the plaintiff to the position she would be in if she had not relied on the promises of the breaching party.
    reliance damages
  5. ucc
    A comprehensive set of laws designed to promote the uniformity of commercial transactions among the states.
  6. substantial performance
    • An equitable defense to breach of contract asserted by a party who has substantially performed their contract obligations prior to breaching the contract.
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  7. waste
    • A transaction in which the assets that the corporation acquires are so proportionally small that no reasonable business person would conclude that the corporation received adequate consideration in the transaction.
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  8. unjust enrichment
    • A quasi-contract theory that prevents a party from retaining a benefit conferred on that party to the detriment of the other party, if it would be unjust for the enriched party to retain that benefit.
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  9. diminution in value
    A measure of contract damages reflecting the difference in value of an item before the breach and its value following breach.
  10. nonperformance
    • The failure to perform any obligation of a contract, with or without excuse.
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  11. reasonably foreseeable damages
    • A measure of recovery for breach of contract consisting of any damages that could be expected by both parties at the time of contract formation to “arise naturally” from the breach.
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  12. special damages
    • The natural, probable, and foreseeable result of a breach of contract.
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  13. rental value
    An amount one could expect to receive for the rental of real property or equipment based upon the amount paid for rental of similar items in a similar area.
  14. capital good
    • Assets of the company that are not immediately consumed, but rather used to produce other goods.
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  15. summary judgment
    • A final ruling that there is no genuine issue of material fact in dispute and the moving party is entitled to judgment as a matter of law.
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  16. misfeasance
    • Affirmative conduct that causes harm. One may be liable for misfeasance if he or she breaches a duty of care owed to another.
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  17. nonfeasance
    • Inaction or an omission that causes harm. One is only liable for nonfeasance if he or she owes a duty of care to the victim of harm.
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  18. repudiate
    • A declaration by one party to a contract that he does not intend to perform under the contract.
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  19. pre-judgment interest
    • Money awarded to the prevailing party to provide compensation for the delay in receiving the money, calculated from the date of injury to the date of judgment.
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  20. capital investment
    • An amount of money invested in a business at its inception with the expectation of recovering that money over time.
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  21. partial performance
    • An equitable defense to the statute of frauds that requires specific performance if the grantee partially performs the terms of the agreement.
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  22. lost volume seller
    • A seller who, had there been no breach by the buyer, could and would have had the benefit of both the original contract and the resale contract.
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  23. bill in equity
    • A legal process whereby a party to a contract institutes an action asking for equitable relief.
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  24. preliminary injunction
    • A temporary order commanding a party to act or refrain from acting that is issued prior to or during trial in order to prevent irreparable injury from occurring before the case is decided.
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  25. per curiam decision
    • A decision by multiple judges of an appeals court that is made anonymously, with no one judge listed as responsible for writing the opinion of the court.
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  26. specific performance
    • An equitable remedy requiring a specific action when monetary damages are inappropriate or too difficult to ascertain.
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  27. option
    • The right to purchase or sell something at a specified price within a specified time.
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  28. equity court
    • A court that only addresses lawsuits wherein the requested relief is something other than monetary damages.
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  29. personal property
    • Property that is movable or intangible, in contrast to real property.
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  30. replevin
    • A suit to recover personal property wrongfully obtained by another.
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  31. cover
    • An injured party’s purchase of goods, other than those the parties contracted for, for the purpose of replacing the goods that were the subject of the contract.
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  32. executory contract
    • A contract that has not been fully performed such that each party continues to hold obligations to the other.
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  33. deposit
    • With regard to contract law, a payment of part of the amount that was contracted for in order to ensure performance under the contract.
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  34. indenture
    • An agreement whereby one party enters into the personal service of another.
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  35. negative injunction
    • A court order, requiring a party not to do something or stop doing something it was engaged in.
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  36. interlocutory appeal
    • An appeal of a trial court’s ruling or order taken before the matter has reached a final judgment.
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  37. negative covenant
    • A contracting party’s agreement that he will not do a certain act.
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  38. assignment
    • Transfer to another person of one’s right to receive benefits that are anticipated to accrue under a contract or other agreement.
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  39. statute of frauds
    • A statute adopted by jurisdictions to prevent fraud by specifying that certain agreements must be in writing and signed by the party against whom enforcement is sought.
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  40. nominal damages
    • Minimal damages awarded to a plaintiff to show that he was correct, usually in instances where the plaintiff has not suffered substantial injuries.
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  41. quasi contract
    • A legal fiction employed by the court to provide a remedy to a party even though there is no evidence of an agreement between the parties.
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  42. contract implied in fact
    • An agreement between the parties that is implied from the evidence, such as the parties’ conduct or verbal communications.
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  43. express contract
    • A contract in which the terms of the agreement are expressly set out by the parties in a writing or oral agreement.
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  44. implied in law contract
    • A contract implied by law to avoid injustice or unjust enrichment.
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  45. quantum meruit
    • A remedy entitling the provider of services to be compensated for the value thereof.
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  46. entire contract
    • A indivisible contract whose terms require a single payment for the goods to be supplied or work to be performed. Full performance is necessary in order for payment to be due.
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  47. liquidated damages
    • An amount of damages expressly provided for by contract that is intended to represent the parties’ reasonable estimation of damages in the event of a breach.
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  48. restitution damages
    • Compensation granted to remedy the defendant’s unjust enrichment that occurred at the plaintiff’s expense.
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  49. meeting of the minds
    • A “meeting of the minds” occurs when both parties to the contract have the same understanding of and mutually assent to the terms of an agreement at the same time. It is sufficient to form a valid contract.
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  50. intent to be bound
    • A component of a valid and enforceable contract required on the part of all parties to the contract. All parties must simultaneously assent to the terms of the contract as evidenced by their conduct when interpreted by a reasonable person.
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  51. assent
    • An intention of a party to a contract to accept all terms and conditions listed in the contract.
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  52. shareholder
    • One holding stock in a public or private corporation.
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  53. partial performance
    • Action in accordance with the terms of the contract when full performance has not taken place.
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  54. unilateral offer
    • An offer made to the general public and not to one specific person. It is unsupported by any consideration and may be withdrawn at will and without notice.
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  55. reasonable person standard
    • Provides that each person is under a duty to act with the same standard of care as would an ordinary, rational person under similar circumstances.
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  56. mutual assent
    • Both parties to a contract agreeing to the same thing.
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  57. parole evidence
    • Evidence that is external to a will or a contract, offered to vary or explain the terms of the will or contract.
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  58. latent ambiguity
    • A term or statement in a contract that appears clear on its face but is unclear in the context of the contract or in its application to particular circumstances.
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  59. ambiguity
    • In contract law, when a reasonable person could understand the meaning of a term of the contract in more than one way.
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  60. covenant
    • A promise to do or not do something.
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  61. course of dealing
    • Pattern of conduct between the parties to a transaction which may be necessary to explain the parties’ understanding of the terms of the written agreement. 
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  62. trade usage
    • Terms having a particular meaning within a trade or industry and which may be considered to determine the parties’ understanding of the terms of the written agreement.
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  63. perfect tender rule
    • Commercial law doctrine that allows a buyer to reject goods if the goods or the delivery does not conform exactly to the terms of the contract.
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  64. conditional acceptance
    • The acceptance of an offer that includes additional conditions or limitations in the contract. Conditional acceptance is incapable of forming a valid contract unless the conditional language is independent of the actual acceptance.
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  65. performance
    • The conduct promised by a party to be performed under a contract.
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  66. forum selection clause
    • A clause in a contract which, if enforced, binds the parties to submit any disputes arising from the contract in the designated judicial forum.
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  67. admiralty
    • A body of law specifically dedicated to resolving disputes that arise in relation to maritime activities, such as overseas transportation.
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  68. unconscionability
    • A determination that an act was so procedurally or substantively unfair and offensive that the harmed party should be relieved from its consequences.
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  69. Notice that is imputed to a person at the time that existing information would prompt an ordinarily prudent person to investigate the issue further.
     
    inquiry notice
  70. indemnity clause
    • A term requiring one party to pay for the loss suffered by the other party upon the occurrence of a particular event.
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  71. mirror image rule
    • A common law contracts principle that treats an offeree’s acceptance as a counteroffer, rather than an acceptance, when the acceptance does not exactly mirror the terms of the offer.
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  72. jury charge
    • A trial court’s compilation of instructions providing directions or guidance that the jury is to follow or apply in resolving claims at trial.
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  73. Arbitration clause
    • A provision of a contract by which the parties agree to submit some or all disputes arising from the contract to binding arbitration instead of proceeding with an action in court.
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  74. counter offer
    • An action that rejects the terms of the original offer and provides terms that may be accepted or rejected by the original offeror.
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  75. shrink-wrap license
    • A standard form contract that commonly accompanies software products and defines the ways the software can be used, as well as any rights available to the buyers. It received this name because such licenses were originally printed on the outside wrapping covering software packages.
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  76. consideration
    • Something given, whether money, a return promise, or forbearance, by a promisee to a promisor.
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  77. gratuitous promise
    • A promise to do or refrain from doing something that is made without the expectation of or actual compensation.
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  78. collateral
    • Property pledged to secure payment of a loan or other obligation.
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  79. settlement
    • The act of adjusting claims or resolving legal disputes among parties without pursuing the matter through a trial.
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  80. option contract
    • The right, for which one has paid money, to purchase or sell certain goods at an agreed-upon price within an agreed-upon period of time.
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  81. material benefit rule
    • A promise made in recognition of a benefit previously received by the promisor from the promisee is binding to the extent necessary to prevent injustice. A promise is not binding, however, if the promisee conferred the benefit as a gift or for other reasons the promisor has not been unjustly enriched; or to the extent the value of the promise is disproportional to the benefit.
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  82. promisee
    • The party to the contract to whom the promise has been made.
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  83. promisor
    • The party to the contract making the promise to perform.
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  84. ratification
    • With respect to negotiable instruments, ratification occurs when a party, with full knowledge of the forgery or alteration, accepts the benefits of or actively assents to the wrongful activity. Ratification of agency status occurs when a person has apparent authority due to the principal’s actions or inactions.
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  85. accord and satisfaction
    • An agreement to discharge a legal obligation that is supported by sufficient consideration.
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  86. modification
    • A change to the original terms of an agreement.
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  87. admiralty
    • A body of law specifically dedicated to resolving disputes that arise in relation to maritime activities, such as overseas transportation.
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  88. pre-existing duty
    • An existing duty to perform under a prior agreement that is being offered as performance in a subsequent agreement.
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  89. implied promise
    • A contractual promise that is held to exist despite a lack of express terms or agreement stating the promise. The failure to comply with an implied promise may constitute breach of contract.
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  90. demurrer
    • A pleading that seeks dismissal of a claim on the grounds that the claimant is not entitled to legal relief even if all alleged facts are true.
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  91. frustration of purpose
    • A defense to the enforcement of a contract based on a supervening illegality.
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  92. impracticability
    • A theory of contract law where an act becomes so expensive or difficult to do, its performance is considered impossible.
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  93. impossibility defense in criminal law
    • A defense to a charge of criminal attempt, resting on one of two arguments: first, what the defendant attempted to do fails to meet the legal definition of a crime (legal impossibility); second, under the circumstances, the defendant was incapable of committing the attempted crime, usually due to factors beyond his knowledge and control (factual impossibility). Legal impossibility may be a good defense to attempt in some jurisdictions, but factual impossibility is generally not a good defense.
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  94. deed
    • A written instrument transferring title to or interest in land.
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  95. disinherited
    • An act in depriving one of inheritance to which one would otherwise be entitled.
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  96. equitable estoppel
    • Bars a party from asserting a claim or defense where that party’s representations or conduct induced another party’s action or inaction.
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  97. detrimental reliance
    • A legal principle used to force one party to perform its obligations under a contract on the ground that nonperformance would leave the other party in a prejudicial position. It is applied when the second party’s reliance on performance was reasonably foreseeable, actual reliance occurred, the result of reliance was prejudicial to the relying party, and injustice can only be prevented by enforcing the contract.
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Author:
tmoy4565
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326467
Filename:
contracts
Updated:
2016-12-04 08:04:32
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contracts
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